Were the VICI CEO’s share dispositions open-market sales?

The dispositions were not open-market sales. The CEO surrendered 26,901 and 10,640 shares of VICI common stock to the company at about $30 per share to satisfy tax withholding obligations arising from the vesting of previously granted restricted stock awards.

VICI Properties (NYSE: VICI) CEO gets 105K-share grant, uses stock to cover taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

VICI Properties Chief Executive Officer Edward Baltazar Pitoniak reported several equity compensation moves in company common stock. On February 24, 2026, he acquired 105,068 time-based restricted shares at no cost under the 2017 Stock Incentive Plan, bringing his direct holdings to 1,311,210 shares.

Footnotes explain that, in connection with the vesting of restricted shares, he surrendered 26,901 shares on February 23, 2026 at $30.09 per share and 10,640 shares on February 20, 2026 at $29.87 per share to cover tax withholding obligations.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Pitoniak Edward Baltazar

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	105,068	$0.00	--
Tax Withholding	Common Stock	26,901	$30.09	$809K
Tax Withholding	Common Stock	10,640	$29.87	$318K

Holdings After Transaction: Common Stock — 1,311,210 shares (Direct)

Footnotes (1)

Reflects shares of common stock surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted shares of common stock. Pursuant to the Issuer's long-term incentive compensation plan, on February 24, 2026, the Reporting Person was granted an award of time-based restricted shares of common stock under the Issuer's 2017 Stock Incentive Plan. In addition, the Reporting Person was granted an award of performance-based restricted stock units under the Issuer's 2017 Stock Incentive Plan, which units represent a contingent right to receive a number of shares of the Issuer's common stock based on the achievement of certain performance measures.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/24/2026 - 05:17 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pitoniak Edward Baltazar

(Last)

(First)

(Middle)

C/O VICI PROPERTIES INC.

535 MADISON AVENUE, 28TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VICI PROPERTIES INC. [ VICI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2026		F⁽¹⁾		10,640	D	$29.87	1,233,043	D
Common Stock	02/23/2026		F⁽¹⁾		26,901	D	$30.09	1,206,142	D
Common Stock	02/24/2026		A		105,068⁽²⁾	A	$0	1,311,210	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects shares of common stock surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted shares of common stock.

2. Pursuant to the Issuer's long-term incentive compensation plan, on February 24, 2026, the Reporting Person was granted an award of time-based restricted shares of common stock under the Issuer's 2017 Stock Incentive Plan. In addition, the Reporting Person was granted an award of performance-based restricted stock units under the Issuer's 2017 Stock Incentive Plan, which units represent a contingent right to receive a number of shares of the Issuer's common stock based on the achievement of certain performance measures.

Remarks:

	/s/ Samantha Sacks Gallagher as attorney-in-fact for Edward B. Pitoniak	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did VICI (VICI) CEO Edward Pitoniak report?

VICI CEO Edward Pitoniak reported an award of 105,068 time-based restricted shares and two tax-withholding share surrenders. He delivered 26,901 and 10,640 shares, respectively, to cover tax obligations tied to vesting restricted stock, all involving VICI common shares.

How many VICI shares was the CEO granted in this Form 4?

The CEO received an award of 105,068 time-based restricted shares of VICI common stock. This grant was made under VICI’s 2017 Stock Incentive Plan as part of its long-term incentive compensation, increasing his reported direct holdings to 1,311,210 common shares after the transaction.

What is the purpose of the VICI stock surrendered by the CEO?

The surrendered VICI shares were used to satisfy tax withholding obligations on vesting restricted stock. Instead of paying cash taxes, the CEO delivered 26,901 and 10,640 shares back to the issuer, as allowed under the company’s equity compensation and tax-settlement arrangements.

What incentive plans are referenced in the VICI CEO’s Form 4 filing?

The transactions reference VICI’s 2017 Stock Incentive Plan. Under this plan, the CEO received time-based restricted shares and performance-based restricted stock units, with the units representing a contingent right to future common shares based on achieving specified performance measures set by the company.